Racing Hearts
by TypicalHyphen24
Summary: So she thought it would be an easy job, but got injured. Guess who came to her aide? But something about his demeanor suggests more than just being a hero. What will she find out as he has to help her recover? Artwork by doctorhov of deviantart
1. Chapter 1

**Hyphen's Note: So reading on here not much BenxHelen, I seem to write about the ones that don't get the attention they deserve and this is one of them. Too much of a romantic, I know I'm a sap, but oh well. So as a new addition to my stories here we go.**

Disclaimer: I do not own Ben 10

The landscape was a blur to her, or more like she was a blur to the landscape. A blue streak moved through the streets of Bellwood, on the hunt for bad guys. When her target came into view she scaled a nearby building, stopping on the roof surveilling him. Here stood Helen Wheels, a half-human, half-kinecelerean hybrid, blue skin and tail, green and black shirt with matching black shorts, her helmets visor pulled down at the moment.

She was watching one of the more cunning criminals, Syphon, Vilgax's former right hand alien. They had gotten some info that someone was planning on smuggling illegal weapons onto Earth, and there they were. He was ordering some other aliens to load up what looked to be a shipment of illegal level 5 firearms, while Earth was only cleared for level 3. Helen, gathering all data into her helmet's built in camera, rushed in ready to crack some skulls.

She zigged toward one enemy and zagged toward another, knocking them both down before moving on to another. She counted thirty to one and thought the odds weren't fair, for them. A few well placed blows knocked a pyronite out cold, by now the other goons had noticed here presence and were on full alert.

'Dang, thought I'd have a bit more time to work them over. Oh well, gotta roll with the punches.' She thought before delivering a few jabs to a pair of oncoming loboans. She had been trained well and wasn't even breaking a sweat yet, five down twenty-five to go. The rest of the gang was starting to close in and get even closer with their strikes, nothing hit but they were close.

She knocked out another five, a third down, before Syphon pulled out one of the firearms and shot at her. It was then Helen got a clear view of what they were smuggling, T-9 molecular oscillators, those had been outlawed after they had nearly wiped out an entire race. Syphon was, unfortunately, well-versed in fighting against kinecelerean and landed a direct hit against one of her legs. She went down fast and hard, skidding a good fifty feet from where she was hit. Propping herself up she examined her leg and saw a deep wound, blood flowing freely. As she tried to staunch the injury she heard a click and whirring sound behind her. When she turned she was staring down the barrel of the gun that shot her, Syphon on the trigger end.

"Any last words plumber?" Syphon smugly said, ready to blast her. Helen just sat there frozen, was this really how she was gonna die?. Defeated by a two bit hack of a disgruntled lackey. She accepted the inevitable and kept quiet, no words coming to mind. Syphon grinned like a devil finger on the trigger when someone spoke up.

"How about one?" an unidentified but familiar voice rang out in the night air.

Everybody's head was on the swivel trying to find the source of the voice. It was only when a bright green flash indicated that the voice came from right above them, then they heard a deep gravelly voice yell out.

"HUMONGOUSAUR!" which was followed by an earth-shaking boom from the creature plummeting to the ground.

Everybody stood frozen as the dust cloud shrouded him, waiting for it to settle. Only he didn't give them that pleasure, using his growing ability he swung his massive tail out striking nearly all of the remaining baddies, leaving only about five physically unscathed. The rest were shaking in their boots at the sheer force of power that was just displayed, then they saw his face. What was normally just a battle ready face, was contorted into one of pure anger and hate towards them. Syphon was unnerved enough to forget about his current target and leveled the weapon toward Humongousaur, firing a quick rally at the overgrown dinosaur.

Each shot connected straight with his chest, but none of which seemed to faze him only anger him further. Faster than what should have been possible for something his size he barreled straight towards him letting out a vicious roar. The remaining lugs decided to scamper away leaving only Syphon to deal with him all alone. Syphon kept firing at him, his accuracy now off due to how shaken he was, only every third shot hitting its mark. Before firing a tenth shot the massive tail was wrapped around him crushing the life out of him. He was brought straight to the anger worn face and was staring deep into those storming green eyes.

"Don' . .AGAIN!" Humongousaur roared in his face receiving a compliant nod and whimper before sending Syphon flying off slamming into the wall of a concrete building enough to leave an imprint, before falling unconscious.

Helen just sat there stunned at the display that had just played out in front of her, everything was over in the blink of an eye to her, which is saying something. The green light engulfed Humongousaur shrinking him back down in size and reverting him to human form, leaving the local hero in his stead. Ben rushed over to Helen concern plain in his eyes as he examined her, his face tightened as he saw the wound and excessive blood pooling on the floor. He looked at her again, seeing she was paler than usual, and dialed another alien on his down he transformed into XLR8, not having time for a war cry, he lifted her up an ran faster than ever to plumber headquarters, hoping she would be fine the whole way.

 **Hyphen Note: Read and review, chapter two soon.**


	2. Wheelchairs and Smoothies

**Hyphen Note: So... glad some people liked last chapter. Always a good sign. We left off at the rescue, so lets see what happens after XLR8 ran off, shall we? Legi sur.**

 **(Plumber HQ, Med Bay)**

Helen sat up feeling a bit groggy, she clutched her head trying to alleviate her headache a bit. She looked around trying to get her bearings. Judging from the bed she was in, the tools off to the side, and the cabinet full of medicine, she gathered she was in med bay. But how did she get here? Oh right, Ben. After the crushing defeat he dealt Syphon and his goons he had raced her here, practically in the blink of an eye. The whole time though he never said a word to her, never so much as glancing at her.

"Man I must have screwed up." Helen berated herself.

The door across the room Opened up and in walked Max Tennyson, head of Plumbers on Earth. He had important jobs, but he always had time to check on his young cadets. He traveled with Helen and a few others for a while so he had more of a connection with them.

"Hey Helen, how you feeling there?" Max asked sympathy all too apparent.

"Except for the massive pain in my leg and head, just peachy." Helen sarcastically groaned. She looked at her leg where she was hit, it was heavily bandaged and very stiff.

"Yeah Ben did say you were wounded pretty bad, he was frantic trying to get help for you, haha, let me tell you..."

"He was? I don't... remember that..." Helen took a thoughtful look

"Yeah, he said you passed out on the way here, lot of blood loss. Luckily for you, he offered an infusion, with the omnitrix he is a universal blood donor. You should be on the road to a full recovery soon." Max explained, looking at the chart at the end of her bed.

"Well that was really great of him." Helen said with a grateful smile. "So Gramps, how long until I recover and get back too work? A day? Two?" Helen said stretching.

"2 months." Max said plainly.

Helen looked at him incredulously, "Two months are you kidding me? I can't run around for two months without work!" She screamed

"That's the thing you won't be running at all." Max stated

Helen just looked at him in shock trying to say something, Max seeing this explained further. Bringing up a holographic display of a leg, Helen assuming it was hers, Max started talking.

"Now as you know the T-9's were banned in practically every galaxy after they were used to nearly wipe out a whole race, right? Well the reason they were so effective was the properties used in the plasma blasts, they rendered all cell regeneration to a halt. Well to be more specific, they still move but they move to much for any bonding of the cell to heal the host." As he said this he zoomed in on the injury where Helen was hit, the cells were moving fast and they weren't sticking together like they should have been.

Helen had a question as she looked at her leg, "Ok so how am I not bleeding to death if there is no scabbing of my injury?"

"Hehe, well to be honest that was Ben as well. After bringing you in nobody knew what to do, so transforming into Brainstorm, after a few unsavory pleasantries, he was able to graft onto you a skin substitute of some sort. Honestly, we're still trying to figure out what he made, but whatever it is it's working." Max revealed, proud of his grandson and his actions, minus the few choice words he had.

Helen sat there in shock again, though this time because of Ben. In the span of a few hours he saved her life three times from dying. She was so in his debt, meaning a lot of chili fries and smoothies.

"Wait if he healed the spot they what's the problem with me running?" Helen pointed out.

"He grafted the skin on, but it's not a permanent hold apparently. The damage from a T-9 is extensive usually nobody lasts past a few hours due to blood loss and the fact that it prevents any natural healing from occurring."

Helen threw herself back onto the bed, dramatically throwing her hands up into the air, "Well that is just great now what am I supposed to do?"

"We already have that covered." Max said walking over to a cabinet. After a bit of rummaging he pulled out a small cube, pressing a small button on it he threw it forward, the cube unraveled revealing a wheelchair.

"Are you kidding me? A WHEELCHAIR? Helen screamed, the very concept mortified her. A wheelchair was the equivalent of having no legs to a speed race such as the Kinecelereans, no legs meant no speed, and their arms weren't as fast either.

"We'll look at it this way at least you finally have some wheels." Max joked, trying to make a pun of her name.

It didn't work.

Helen just gave him a hard and even glare, that was far from funny in her book. Max just nervously laughed, seeing as his joke didn't go over to well.

"And at least you won't be spending your time alone." Max continued.

Helen's gaze went from one of annoyance to confusion, did someone else get hurt? She was the only one there except...

"Oh no, did Ben get hurt too?" Her head surveyed the room looking for her savior, only to come up empty handed.

"No Ben's fine don't worry, the effects didn't seem to continue after he changed." Max explained, trying to calm her some.

Helen relaxed, but was still a little curious as to who she would be spending the next month with.

"So then who am I going to be spending time with?"

"Ah well that, YOU CAN COME IN NOW." Max shouted at the door. Helen turned her head, fixing her eyes on the door waiting for it to open. Nothing. Max sighed in exasperation. "Probably fell asleep." He mumbled under his breath. He went to retrieve her caretaker from outside, but before he was halfway there the handle clicked and the door opened.

Helen was actually quite shocked who walked in. She knew every feature of the person from his shaggy brown hair and shining emerald green eyes, to his baggy brown cargo pants and his signature green and black shirt with a ten over his left pec.

"Hey there Helen, how you feeling?" Ben asked.

"I-I-I'm fine. Thanks to you apparently." Helen stuttered out, looking at her graft blob with the mortal wound underneath it.

"Hey no problem anytime. Well, hopefully not again. Those guns got destroyed, right Grandpa?" Ben asked directing the question to the elderly man.

"Yup. Our agents were able to clean up everything, bad guys are in cells, and those disruptors won't be disrupting anything else." Max listed out.

"Great, so who's up for a smoothie?" Ben asked.

Helen and Max just shared a look one that said, 'this may be a long 2 months.

* * *

 **(Later That Day, Mr. Smoothies)**

"Alright we got a chocolate banana and pineapple smoothie for the milady, and a peanut butter and strawberry smoothie for myself." Ben doled out, handing Helen her smoothie, before taking a seat. Helen wasn't all to happy with being stuck in the wheelchair, but she wasn't going to take any of her frustration out on Ben wasn't his fault, he was the one who saved her. If he hadn't shown up she wouldn't be stuck in the wheelchair, she'd be stuck in the ground. Permanently.

"Thanks Ben." Helen said. Ben looked at her and smiled, "It's just a smoothie, no big." "No, not that, well that too, but I meant thanks for the save from Syphon and my injury, I'd definitely be dead now if it wasn't for you." Helen explained further.

"Oh right that... well I had heard that Syphon was moving some dangerous and illegal hardware, those words mixed with bad guys is never good. So I figured I may as well go and stop them, it's a good thing I did, I wouldn't want to lose a friend." Ben solemnly said. "Yeah." Helen understood the sentiment all to well, after losing Pierce she never wanted to experience that again, but in this line of work it was always inevitable. (Hell she was nearly killed yesterday.)

Ben looked at her and realized he opened a wound, metaphorically speaking, so he tried to be upbeat again. "Well no time to dwell on that, it's in the past. We have only the present an future to worry about, and as far as I can tell it will involve me being your caretaker for the next month." He said animating as best he could to help lift her spirits.

Helen giggled at his silly antics, he was acting really cute. _'Cute?'_ Helen wondered to herself, brushing it away, a friend could be cute, then another thought came across her mind. "Hey Ben?" "Hmm?" "Why are you my caretaker? Not that I'm unhappy with the choice, but I'm sure that there were other, more qualified, personnel to take care of me. Plus you're a hero, and there is always some trouble going down somewhere. So again why you?"

Ben was a little shocked at the question, though he expected it, he didn't expect it so soon. They actually had a caretaker lined up to take care of her, but something told Ben that he should do it, so just like that he volunteered. Normally they wouldn't allow it, but seeing as how it was Ben Tennyson, they allowed the situation. Mentally he was debating as whether or not to tell her that, while Helen just sat there waiting for an answer. Finally, Ben came to a decision and looked at her, " Well to tell you the truth I sort of, uh, volunteered to be." He sheepishly said. "You volunteered?" Helen asked, the news was pretty damn stunning. Ben just nodded. "Why?" Helen asked still perplexed.

Ben shrugged, he honestly had no clue why himself, but maybe giving her an explanation would give him some clarity as to why. " They were already requisitioning some personnel to take care of you, but it didn't seem to sit right with me. Something told me that I should be the one to look after you, not some random person that they would have assigned to you. I may not be really all that qualified", he took both of Helen's hand in his, " but I will do my best to take care of you." He said with a voice filled with such determination Helen's heart skipped a few beats.

Ben slowly released his hold on her hands, feeling he was a bit closer to understanding why he did it, but not quite there yet. He sipped his smoothie, Helen joining him shortly later, and they just sat there in silence, enjoying the sun and smoothies.

 **Hyphen Note: And there you have it been a while sorry, I'll try to be faster. For those wondering about Megami Tensei story... my DS broke. Not my fault I lent it to my brother, and he's never really all that careful with things, so until I get a new one sorry. Also I have a poll up, if you could vote that would be great. Okay R &R and I'll keep posting. Hyphen dashing away. **

**-Tia Estas La Vivo**


	3. A Tetramand, A Story, A Wind

**(Helen's place, Undertown, 1 week later)**

Helen was taking a nap sprawled out on the couch, she was trying to adjust to her new sedentary lifestyle. Ben was on another smaller couch flipping through channels, but keeping the noise level low. He looked over at Helen and it seemed like she was deep asleep.

 **(Helen's Dream)**

She was facing down the end of Syphon's blaster again.

"So any last words?" Syphon sneered.

"How about get away from my girl?" A voice said out loud.

'My girl?' Helen thought.

Syphon whirled around only to receive a punch straight to his maw sending him flying far to the right. Helen was following his flight pattern and didn't notice the figure in front of her reaching down and pick her up. She felt his strong arms lift her bridal style and noticed the scene had shifted to a bright, sunny day. She was no longer in her plumber gear, instead she was wearing a slim wedding dress that was hanging down. She noticed the one holding her was in a black tuxedo. When she looked up his face was darkened from the dream sun coming from behind him, making his features indescribable. All she could see was a smile, one of pure love looking down upon her. He moved in closer intent on kissing her, she was drifting towards his lips as well. As they were about to met she started hearing banging, loud banging.

 **(Helen's Apartment)**

Helen snapped her eyes wide open, the banging still there. She looked up as Ben passed her on the way to the door. She kept looking as he peeked through the door's peephole.

"Well its not the Chinese I ordered, but I believe it's something that would cheer you up." He opened the door. "Hey there, been wondering when you'd show up."

"Ben, who is it?"

"Only your best bud in the whole wide universe." The visitor said.

"MANNY!" Helen cried out, she tried getting up, but Ben anticipated this and sat her back down.

"Easy now Helen, minimal movement, remember?"

"Ugh, yeah mom I know." Helen said in a sarcastic tone. Ben just smiled at the remark. He motioned for Manny to come in.

Manny complied and closed the door behind him, he took a seat on the couch now that Helen wasn't sprawled across it. He pulled her in for a tight hug, which Helen responded to in kind.

"I know that it's my leg that's injured, but can you not try to break me right now." Helen half-joked.

"Oh, sorry." Manny blushed.

"So where have you been? Why weren't you here the minute I was in the hospital?"

"I was on assignment in a distant galaxy, a Tetramand planet actually."

"Oh see anyone you know?"

"Now that's just racist."

"Heh, sorry."

"But I did see someone that Ben knew." Manny mentioned looking at Ben.

Ben had a feeling, but asked anyways, "Who was it?"

"One Miss Princess Looma Red Wind."

"I knew it. So how is she doing?"

"Very good actually. She's engaged now."

"Oh really? Someone managed to beat her in a fight?

"Yup, I heard it was a local Tetramand of the planet I was on."

"Huh, small universe."

"Mmhm."

"Hello still injured here!" Helen said in an annoyed voice.

"Sorry Helen." Ben apologized. "She just got up from a nap." Ben said to Manny.

"Oh yeah I know how that goes. Cranky as ever aren't you Hel?"

Helen just gave them a cross glare and turned her head away.

"As c'mon you know I'm only joking. C'mon where's. that smile?" Manny teased.

Helen was still ignoring them.

"I know it's there. C'mon where is it." Manny started poking her in the stomach. Helen couldn't hold back the smile that was forming and she shoved him in the arm. "Hah, knew it was there." Manny jeered.

"You're such a jerk." Helen said in mock anger.

"Ah but you love me anyway." He said as he used his two right arms to pull her in close.

Helen laughed and looked at Manny then over to Ben. It could have been her imagination, but she could have sworn that he looked... jealous? _'Nah no way.'_ She was sure that he didn't have any feelings toward her.

 _"Are you sure about that? He did offer to take care of you instead of a trained caretaker." Her conscious argued_

 _"He said he felt like it was his responsibility to take care of me." Helen argued back._

 _"Yeah and I can say I'm a bear riding a unicycle, but that doesn't make it true. What responsibility does he have to you? It was your mission, he got you to the med bay and saved your life. If you ask me he's already done more than enough in regards to responsibility."_

 _"Oh shut up what do you know."_

 _"I'm you duh. Whatever I come up with comes from you, your thoughts, dreams, desires. All that stuff, and right know you're wondering if Ben could be crushing on you. You might be crushing too. That dream from five minutes ago?" Her conscious said a bit slyly._

 _"Listen here you little-"_

"Helen! Hel!" Manny yelled.

Helen was pulled out of her argument with... herself, as Manny shouted at her to get her attention. "Hmm, yeah, what's up?"

"I was asking how you were doing with the leg and all. Did you come down with something else perhaps? You seem a bit out of it."

Helen waved her arms in front of her trying to dissuade any concerns they had, "No I'm fine. Really! Just cranky from my nap... Hey could you two maybe give me a bit of time to myself? Not that I don't enjoy the company, but a girl needs her privacy." Helen pleaded.

Manny looked at Ben, who thought about it for a while, nodding not seeing anything wrong with it, "Yeah sure, why not? Let's go Manny."

The two boys rose, Ben grabbing his jacket off of a coat rack before heading to the door, "Okay I'll be back in about an hour and a half. Keep an ear out for that Chinese I ordered. Try not to do anything to strenuous. And remember-"

"No running. I know already. Go! Leave me be." Helen shooed them out. Ben and Manny just laughed and left leaving Helen to her thoughts.

 **(Ben and Manny)**

"C'mon Manny let's go get something to eat." Ben suggested walking away.

"What about the Chinese you ordered?"

"Oh that? Nah, didn't order any. Just like messing with her." Ben grinned.

Man laughed and slapped him in the back sending Ben tumbling to the ground face first. "Oops. My bad." Ben just looked up with a face of grimace, but he just dusted himself off before continuing to walk. About ten minutes later Ben and Manny had found a place that sold questionable looking, but tasty, hamburgers. They found a table and sat down starting to eat their meal.

"Why didn't you tell her?" Ben asked looking at his burger.

"Tell her what?" Manny asked, not entirely sure what Ben was referring to.

"Looma." Ben said, as if that explained what he meant. It did.

Manny set his burger down and gained a solemn look on his face, "How'd you know?"

"Grandpa Max. He told me someone had managed to beat her in combat. Imagine my surprise when it turned out to be you, not a local Tetramand."

"I am local... to Earth at least."

"How did it happen?"

"Well I was on mission like I said..."

 **(Tetrus 4, Outer Tetramand Colonies, Hulion Village, One Week Earlier)**

 _'I had arrived on the planet a few days earlier. It was just a simple supply delivery nothing too hard. The colony I had been assigned to needed medical supplies. A lot of the males were in terrible condition bruises, broken bones, cuts. I just had to go sticking my nose in things.'_ Manny recounted.

The village was based underneath the shadow of a colossal cliff, some of the dwellings were even built in to the cliff face. Manny was tending to some of the villagers as they were a little short-handed, and it wasn't like his mission was time-sensitive. The elder of the village approached Manny to thank him for his efforts. The elder was shorter than most Tetramands, but he his muscles seemed much more well-developed, a wolf in sheep's clothing.

"You have our gratitude Plumber. Your care for your fellow Tetramand will be duly noted in the annuls of our village history." The elder said.

"Haha thanks, but I'm just doing my job. Besides it looks like you guys could use all the help you can get." Manny remarked. He looked around the village and saw most of the females tending to the males. The village had a few collapsed buildings, and more than a few Tetramand shaped craters littered the village soil. "Lover's quarrel or something?" Manny queried.

"Or something." The elder cryptically replied.

 _'At the way he said that I should have gotten out of dodge, but you know me, Hothead Manny. Action first, brains later.'_

"Oh really, _something_? Well just point me in the direction of this something, I'll take care of it for you." Manny said as he slammed his fists into his palms, grin upon his face.

The elder gave him an incredulous look, like he grew a third pair of arms. " You mustn't! Our most strongest and brave warriors were no match, it's impossible!' The elder exclaimed.

Hearing that it was impossible only fired Manny up even more, "Which direction?" The elder seeing that nothing might deter Manny, and that most of the women were currently too occupied to hold him back, pointed him off to a forest nearby. Manny grinned like a lunatic and super jumped out of the village toward the forest, toward his fate.

 _'The forest was pretty nice, it didn't look quite the same in the end though.'_

Manny was strolling among the trees, their dark green hues clashing with their cyan blue leaves, making Manny stick out like a sore thumb. He hoped whatever he was looking for stuck out as well, or he might be here a while. He walked for a few more minutes before he started hearing loud thudding sounds, like someone was hitting a tree against a tree. He dashed off towards the direction of the sound, as he got closer he had to duck as a fallen tree sailed over his head.

"Who dare tries to sneak up on me?" A deep female voice sounded. Manny having just been surrounded by a village of them was able to identify the owner as a female Tetramand. he jumped out of the trees into a clearing to come face to face with a tall female Tetramand with golden armor, and a white skirt.

"So your the one who's been attacking the villagers? What's the matter on your period or something?" Manny goaded.

The, at the time, unidentified female Tetramand grew an angered look at his snarky comment. "How dare you?!" She shouted before rushing towards him.

Manny rushed as well, it seemed that they were going to clash in the middle both cocking their fists in readiness to throw a swing at the other. However, as she threw the punch Manny sidestepped and slammed his fists into her gut and jaw sending her flying back.

 _'It's a good thing, well not now, that even with my action first, brains later policy that I remembered female Tetramands are much stronger than us males. Or else that battle might have ended differently.'_

Manny grabbed one of the tree trunks that the female had uprooted and threw it after her, the female got up just in time to be smacked in her upper body and sent back to the ground with a tree in tow.

"OH YEAH. How do you like that?" Manny gloated.

There was a short silence then the tree atop the female was torn in half, straight down the middle, and thrown to either side. Manny lost his grin as the female Tetramand sat up with a look of pure rage on her face. She got up and let out a war cry before charging at Manny again. Manny immediately went on the defensive, and evasive, as she closed in. She let loose a number of punches sending Manny skidding back still standing, even with the Tetramands tough skin her punches stung quite a bit. Manny put his arms down to see she was out of sight, he looked left and right, but there was no trace of her. Then a shadow was casted over him, Manny looked up to see her sailing straight at him too fast for him too dodge, so he put his arms and braced for impact. She let loose a loud "HAAAAH!" as she came crashing down on him, creating a crater around them. Manny was forced onto his front, but she had grabbed him and threw him to the trees breaking at least twenty before he slammed into one that didn't break.

"UGGH!" Manny cried as he hit that last tree. "I am so going to be feeling that later." Manny said as he got to his feet.

He rolled his neck, getting a good number of kinks out of it. He was really fired up now, he hasn't had a good fight in a long time. He looked down the path of felled trees and saw the girl running at him, he just smiled and ran at her full speed. Instead of his first trick of stopping before she swung he let her swing through, but spun right around her fists and sent a strong double elbow strike to her back and head. She stumbled forward before tripping and falling down.

"Oh yeah, just what I needed a good fight." Manny proclaimed.

The girl just shook off her spinning and gave him a sharp glare before putting her fists up and closing the gap slower this time. Manny noticed she had wised up, so now he had no reason to hold back, he got into a martial artist's stance and closed the gap as well. They were both roughly six feet from each other when they stopped advancing toward each other and started circling, waiting for the other to make a move. Manny knowing the first strike was very important in deciding the battle went in first, the female saw this and threw her punch. Manny stepped on the inside, elbowing her in the gut knocking the wind out of her, and grabbed her arms, he shifted his hip and flipped her over him and slammed her hard into the ground, and before she could recover he lifted her again and slammed her down once more, he released her and backed away. No honor in striking at a downed opponent.

The female got up she gave a slight growl, but donned a more serious expression quickly, she knew that this male would be a tough opponent, she had to show she was no pushover. Manny was just smiling like a fool, he had gotten the upper hand already, and this was pretty fun for him. The female moved in this time, jumping out to the side as she got close she threw a punch with her inner arms, which Manny intended to block with his outer arms, but then she spun and used her outer arms to knock his defense leaving him wide open for her to strike him squarely in the chest. Manny was knocked away a fair distance, but managed to use the momentum to roll and end up skidding in a kneeling position, he thought that was a pretty good hit. They moved to meet each other, slowing when they got in close, but at the last moment Manny sprang forward catching her off guard. He successfully pulled off a mariposa on her, but before he was able to follow up she grabbed his ankle and gave him an evil smile, Manny knew what was gonna happen. She lifted him high and slammed him down, then lifted and slammed him again, _payback_ she thought.

Manny flipped around before he was slammed the second time, and as she released him he used all four of his arms too launch himself upwards like a cannon, his feet connecting with her chin as he shot past, her head thrown back and herself thrown up along with him. Manny knew that right now it was do or die, as those slams of hers really took a toll on him. He flipped her upside down and then he started spinning her really fast, the female confused at which way was up or down, then Manny used all his strength and sent he speeding back down to the ground. The female not sure what just happened turned to see the approaching ground, she managed to bring two of her arms up, but still crashed into the Earth sending her in a few feet and leaving a small crater around her. Manny landed a few feet away, taking some deep breaths as that took a great amount of effort to pull off, hoping it did the job. The sound of Earth moving worried him, then he saw four hands come out of the impression the woman in tow, he cursed under his breath getting ready to fight still.

The female was holding her arm and looked at him, she took a few steps before stopping and smiling, "Proposal...accepted." She managed to get out before she fainted and fell forward. Manny deftly moved in and caught her, trying to think if he heard her right. "Did she say...proposal?"

 **(Present Time, Undertown, Earth)**

Ben was listening intently to Manny's battle tale and by the end he was more shocked to hear the news straight from the horses mouth, his face evidence of his surprise.

"I took her back to the village, still unconscious. When I got there I was first met by shock and surprise, then praise and commendations. I later found out from the village elder that the girl was Princess Looma Red Wind of the planet Khoros. She defeated the entire male population of Tetramands on her home planet so she was looking on other Tetramand inhabited planets to find a suitable mate. Apparently this village was her latest try at finding one, and when she couldn't she went to the forest to blow off some steam. It was after all this I was told that whoever managed to beat her in combat would be her husband, needless to say I freaked the hell out." Manny finished his spiel with a small smile.

Ben laughed at Manny freaking out in that situation, knowing what it was like to be in his shoes first-hand. "At least she doesn't have to present your parents with gifts. That is something you would never get over. Ben shivered at the memory.

"I'll take your word for it." Manny said, not knowing the felling as he was an orphan.

"So back to my earlier question, why didn't you tell her the truth?" Ben repeated the question.

Manny looked at his food, it had grown cold by now, "I didn't know how to break it to her. When I first got back I had heard she had been terribly injured, I freaked out until I heard you saved her. Thanks by the way."

"You're welcome."

"The time it took for me to walk to her apartment from HQ, I wasn't sure what to tell her, I'm still not. Right now I'm the only friend or family she has, excluding you, Max, and your cousin."

Ben nodded, as long as he's known her the only ones he had known Helen to get along with were Manny, Gwen, Grandpa Max, and himself. Others she could hold a conversation with, but she never seemed to get in too deep with them.

"Which is why I'm gonna have to ask you to take care of her now."

Ben was slightly perplexed at what Manny said, "Well of course I'm gonna take care of her, I am her caretaker after all." Ben stated.

Manny just shook his head, "Not exactly what I meant. Once I leave in a few days, that's it, I can't leave Khoros. A king may be susceptible to attack and used as ransom, or used as leverage over the House of Red Wind. Helen is gonna be devastated by this and she is gonna need someone to be there for her, and what better person that the one crushing on her." Manny simpered.

Ben had been agreeing with him until he heard what Manny said about himself then he looked flabbergasted as his face grew slightly red," What I-I-I-I have no idea what you're talk-" He looked at Manny who was giving him a 'not taking any bullshit' look. Ben exhaled stopping in his excuse," That easy to tell huh?"

"Maybe not. She still hasn't figured it out. But from the way Max explained it to me you seemed overly concerned with her, going as far as to be her caretaker. And back at her place you couldn't keep you eyes off her, you had a really dorky look on your face, I'm astounded she didn't see it. Just don't do anything weird or something she's not okay with."

Ben looked taken aback, "I would never." He calmly stated.

"Good. Good. I know you won't. I just don't know how she'll react when she finds out, sometimes that girl is hard to read" Manny remarked.

"So do you want me to tell her? Or... what?" Ben probed.

"No, I'll do it, but because I don't want her to try and keep me from leaving I'll call her from the ship after I leave, it'll be easier that way." Manny said in a somewhat somber tone.

"For you yeah, I just hope I can do good enough to soften the blow for her." Ben looked down in wonder.

"Hey, if you do manage to rope her in, send me a wedding invitation, kay?" Manny jeered.

Ben just grew red as a tomato at what Manny was implying. "Geez way to embarrass a guy, bro." Ben crooned.

Manny just laughed as he stood up, " Haha, yeah well you never know the future, look at me." He gestured to himself. "Anyways I've got to get going, I have some business to take care of before I go."

Ben got up and gave him a clap and fist bump wishing Manny the best of luck. As Manny left, Ben got up to throw the food away before leaving himself. He checked his phone he still had another thirty minutes to burn before he got back when he said he would. He decided to walk around and what he learned today stew in his head. He hoped he would be enough for Helen, for the upcoming event, and for the days to come.

 **Hyphen Note: Hmm don't know what to say right now... Hope you liked this chapter and don't forget to review. Oh also, do you think I should put up another story? When the plot bunny attacked he left me with more than a few, so include that in your review if you think I should. ok jyana. (Hyphen dashes away)**

 **-Tia Estas La Vivo**


	4. Sadness and a Heart

**Hyphen Note: Hmm, I feel calling it a 'Hyphen Note' is a little egotistical. Mmm whatever... So here is part 4 of Belen's story, Racing Hearts. Legi Sur.**

 **Disclaimer: I don't own Ben 10, meh. Enjoy anyways.**

* * *

 **(Week 2 of Care, Ben's House)**

Ben was brushing his teeth getting ready to go over to Helen's place, Manny's words still repeating in his head, _'Helen is gonna be devestated by this and she is gonna need someone to be there for her...'._ Ben sighed as he put his toothbrush down. He was right she was devestated when she got his call from the ship, the one with him leaving for good. She was so upset that she ha asked him to leave her alone for the rest of that day.

Of course her being in his care he couldn't exactly do that, so he had spent the rest of the day sitting outside her apartment door, just in case something happened. Since then she had been a little more down, and hadn't been eating as much, it was as if a gloom just overcame her. Ben could only imagine what it would be like to hear your only family member would be leaving you for good. Ben sighed again, he just wondered if he would be enough to pick her back up.

He clenched his fist tight and brought it up, a fierce look of determination In his eyes. He solemnly swore right then and there that no matter what, he would cheer her up and do his best to prove he could be good enough for her. He finished getting ready, and after eating a quick breakfast headed for Helen's apartment, but on his way out of the door crashed into someone.

"Ow, watch where your going doofus!' Gwen chided.

"Sorry Gwen." Ben got up and offered his hand to her, "What are you doing here?" Ben asked as he pulled her to his feet.

"I was going to go with you to Helen's apartment to see how she was doing. I know Manny leaving must've been really hard on her."

Ben gave her a saddened expression before he spoke, "Yeah she hasn't really been the same since then, I've done what I could, but she doesn't seem to be doing too much better."

"Well that is why I'm coming with today cuz, where you have failed this girl will succeed." Gwen said triumphantly.

"Haha, sure. Anything to help get Helen out of the state she's in. I really don't like seeing her sad." Ben admitted.

Knowing Ben all these years Gwen could tell just from this statement and the way he said it that he really cared for Helen. Maybe she could use this information to cheer her up a bit, but she'd have to play it carefully.

"Gwen you there?" Ben said waving a hand in front of her face.

"Huh? Yeah, let's go." Gwen replied.

Ben just shrugged and closed the door behind him, the two finally making their way to Undertown, unknown to them someone else was following them.

"That's it just lead the way." The figure said.

* * *

 **(Undertown, Helen's Apartment)**

Helen was sitting in the wheelchair she had to use to get around, since stupid Syphon took away her ability to run, or even walk for that matter. The thought made her angry as she slammed her fist against the armrest of her chair. She really was missing the ability to be able to run wild and free whenever she wanted. Sure she was getting used to not moving, but she was still feeling that familiar itch to run all the time. What made matters even worse now was that Manny had left her.

 _(Flashback)_

The holo-phone was ringing in her apartment as Helen wheeled herself on over to the floating answer/decline button. When she recognized the caller ID as Manny she picked it up.

"Hey Manny! Where've you been? You haven't been around since your last visit, three days ago!"

"Yeah, ahaha, my bad. I just had a lot of stuff crowding my plate recently. I had a hell of a time trying to clear it these past few days."

"Oh, sorry to hear that. So does that mean you'll have time to come and visit now? Ben's been acting a bit strange these past few days, like something's bothering him but he won't tell me what."

"Ahehe, it may have something to do with what I told him last time I was there."

"Huh? What do you mean? What'd you tell him?"

"Actually that's what I'm calling about. You see, remember when I told you about Looma Red Wind last time I was there?"

"Uh, yeah. A friend of Ben's right?"

"Yeah, sort of. Anyways when I said I ran into her, it was more like I got into a fight with her, and knocked her out."

"YOU WHAT?! Manny how could you!? Is she ok?"

"Uh yeah she's fine, she should be at the palace right now."

"Palace? She's royalty? ... Manny what's going on?" Helen probed, and inkling of worry revealing itself.

"As it turns out she was looking for a husband on the planet. The only way to be a suitable mate though is if the male beats a female in combat, Tetramand custom." Manny was looking down, away from the gaze of Helen.

"So you're engaged? Why do I have a feeling that this is the good news?" Her voice full of fear.

"Well in fear of me becoming a target, I have to go to Khoros, her home planet. And I... I can't leave for a while." He finished quietly, unable to meet the gaze of Helen.

"MANNY, YOU'RE LEAVING? But your my only family, you can't leave me alone. Where are you?I'm coming to get you!" She panicked as she turned her wheelchair to leave.

"Helen stop! I'm already off planet, I'm calling you from the ship taking me to Khoros. And I'm sorry I didn't tell you in person, I just knew it would be even harder than it already is." Helen had paused but she didn't turn back to the screen.

"Look it would have happened eventually, us going different ways, but it came along sooner than we expected. I certainly didn't think I would be getting married yet, but her I am." He tried to lighten the mood. "Hey come on isn't family supposed to congratulate each other when they get engaged?"

Helen turned back to the screen a smile plastered onto her face, they both knew it was forced but ignored the fact. "Yeah. You're right. Congratulations Manny, I hope you two end up being really happy."

 _'Preparing to hyperjump, please turn off all chats, buckle in, and secure any loose weapons. Thank you for travelling Space Speeder Starlines.'_ An automated message played out.

"Whoops, looks like that's my cue. And hey Helen, I'm not leaving you alone you got the Tennysons for you, and I know he'd accept you into the family. Well gotta go bye.

"Wait Manny what'd you", *beeew* the holo-screen sounded as it died out, "say?" She forgot the last tidbit as sadness had washed over her. Ben had come by shortly after to make sure everything was ok.

"YOU! HOW COULD YOU NOT TELL ME?!" Helen screamed at him.

Ben was immediately caught off guard and was scared, but when his senses returned he knew what she meant. "Oh, Manny finally called you, huh?" The tears rolling down Helen's face gave him the answer. "Look I didn't want to keep it from you, but Manny had me promise him that he would tell you, we didn't want you to hurt."

"YEAH WELL GOOD JOB WITH THAT! Aren't you supposed to be my caretaker? Protect me from getting hurt? Well guess what you failed!" She pointed to the door, "GO! JUST GO!" She yelled.

Ben seemed like he was about to say something, but thought better of it and just wordlessly left, leaving Helen to wallow by herself.

 _(End Flashback)_

She wondered what Manny was doing right now, if he was fine. She shook her head trying to get her mind off him, lest her anger and sadness return. Her mind shifted focus to the closest thing it could think of, Ben Tennyson. Then immediately wished she hadn't. It wasn't that she hated to think of him, but she felt guilt for going off on him like that. Had she been in a similar situation she was sure she would have made the same decision to keep it a secret. She let out a groan, she wanted to make it up to him, but whenever she tried to broach the subject she clammed up, and just turned away from him. She was sure he saw this as her still being angry at him but that just wasn't the case, but she wasn't able to tell him that.

"Alright today I'll apologize. Today is the day." She said to psyche herself up.

 ***knock knock***

She turned to the door and knew who it would be, he usually gets here pretty early. She wheeled herself over to the and opened it up.

"Ben... and Gwen?" She was a little surprised to see the other Tennyson had tagged along.

"Hey Helen, how's it been?" Gwen asked as she stooped down to hug her friend.

Helen returned her hug glad to see her female friend, "I'm good, Ben's done a better job than expected." She softly said as she still felt bad about her behavior towards Ben.

Gwen gave glances towards Helen and ben, Helen had her head lowered but kept glancing up at Ben. Ben on the other hand obviously wasn't listening as he was staring at something down the street. Gwen should have been angry he wasn't listening, but figured Helen said it softly because she didn't want him to hear what she said, so let the matter drop.

"Well come on let's go get ready!" Gwen said as she wheeled Helen towards her bedroom.

"Go? Go where?" Helen said, wondering what the redhead had in mind.

"Shopping of course! Honey, you need some brightening up, and nothing says 'brightening a day' like shopping." She then craned her head backwards and shouted, "And Ben is going to pay for everything!"

This seemed to pull Ben's attention from whatever he was looking at when he heard what Gwen said, "Wait, Ben is going to what?" But it was too late as Gwen and Helen had disappeared into the bedroom. Ben only groaned as he hoped what he heard, wasn't what he heard. However, the crying coming from his back pocket told him he knew what was coming. _Shopping._ Ben let out another groan of dismay, as he knew he would be shopping with not just one, but two girls. How was he going to survive this? Taking his mind off the dreaded trip that was to come, Ben looked back down the street, he could have sworn he felt someone following them to Helen's place. When they arrived he thought he saw a figure duck quickly behind some crates, but since then there wasn't any activity of movement. Could he just be imagining things?

* * *

 **(Mall in Undertown)**

Ben let out a few whimpers as he looked upon the mighty edifice dedicated to the thinning of wallets and emptying of bank accounts. He saw that Gwen and even Helen were excited to get in there and drain whatever amount of money he had saved up on. He glanced down at Helen, who was wearing a white top and blue jeans modified to fit a Kinecelerean, of course shoes weren't much of an option for her though, so she didn't have any on. Gwen was wearing her usual indigo sweater over a white button down, black skirt and leggings, and black heels on, but her eyes indicated she was still savvy to try on some new things. When they got inside Ben was surprised at the size of the place, and the amount of shops they had inside. It was built against the wall so he wasn't exactly sure how big the place was from the outside, but seeing it now... he still didn't have a clue.

"Oh let's go over to that one, they have cute dresses in there." Helen squealed, pointing at which shop she was talking about, its sign in some alien language. Ben just quietly complied and pushed her into the shop, wondering what bad thing he did to end up here.

"Here Ben, how about I take Helen in, just wait outside and wait for us. K?" Gwen said. Ben knew that tone it was her ' _no room for discussion_ ' tone, so he just handed control of Helen's wheelchair to Gwen and watched as they disappeared into the store.

* * *

 ** _(With Gwen and Helen)_**

Gwen had wheeled Helen toward a few dresses that Helen wanted to check out, while Gwen looked at a few herself. "So Helen what's with it between you and Ben?" She asked while picking out a lavender sheath dress.

"Um, I kind of yelled at him..." Helen said ashamed.

"Why'd you yell at him? Was he being his usual doofus self?"

"No. he's actually been pretty considerate. No, I yelled at him because he knew Manny was leaving and he didn't tell me."

 _'Ben considerate? Now I know something is off.'_ "Well from what Ben told me Manny had him promise him not to tell you."

"Yeah that's what Ben told me, but I was fueled by emotions at the time and turned my anger on him." She admitted putting a velvet red mini dress back on the rack, and looked for another one to pick out.

"And let me guess now you feel really bad about it?"

"Hit the nail on the head there."

"Well have you apologized to Ben?"

"No. I've tried but every time I try I just can't find the words to say 'I'm sorry', and end up turning my back towards him. He probably thinks I'm a terrible person, huh?"

"Not at all. He thinks that you're not exactly the same since Manny left, but he never once said he hated you. In fact, from what I picked up he really cares for you, he's worried that your stuck in this mood."

"He doesn't? I thought for sure he'd be regretting having to take care of me."

"Nope."

"These past few days I couldn't even say I'm sorry, and he was worried for me the whole time. I feel like the worst patient ever."

"Hey don't beat yourself up too much. No matter what Ben wouldn't have given up on you, taking care of you seems to be really important to him."

"Hmm, why's that?" Helen asked, no longer looking at the dresses.

"If I had to guess... he likes you."

Helen blushed, but wanted to make sure, " Like as in a friend, right?

"Yes," That kind of deflated Helen a bit," but also in the romantic sense too." And that statement just brought her back up.

"What no way! Ben wouldn't like me like that, after all who could like me?"

Gwen looked over at her friend who was now wearing a face of sadness, she walked over and knelt in front of her and put her hand on her shoulder, making Helen look up at her, "Don't say that about yourself, you're beautiful ,and don't let anybody say otherwise. And as for Ben, he never actually said it straight to my face that he liked you-"

"Then how could you know?"

"I'm his cousin, well more of like the wise sister to his annoying brother." That got a giggle from Helen. "But ever since he found the watch we've been the best of friends, and trust me when I say I know when he's interested in a girl."

Helen just looked at Gwen for a second and smiled, "Thanks Gwen." Gwen smiled back.

"But enough about him liking you, what about you liking him?"

The question completely threw the speedster for a loop, and caught her off guard, "We- well, I-I, uh..." _'Do **I** like Ben?'_ "Well he's definitely handsome, he's funny, and he's been really good to me the past two weeks." She listed off.

"Well those are good an all, but do you like him?"

Helen bit her lip, she certainly did like Ben. But to what degree? As a friend? Obviously. As a confidant? Definitely. As a boyfriend though? She definitely has had some strange warm feelings since he's been around these past couple of weeks.

"Well there have been times when times when he's around that my heart beats faster than normal, my hands sweat a bit more, I feel warm , and I blush a bit."

Gwen grinned at her, "Ooh girl, you have it worse than you know!" Helen blushed a deep scarlet. "Well it looks like we are gonna need to find the perfect dress for you to wear. One that'll make Ben drool when he sees you in it." Gwen teased.

"GWEN!"

Gwen snickered at her friends response. _This shopping trip is definitely what Helen needed. I wonder how Ben's doing?_

* * *

 _ **(With Ben)**_

Ben had reasoned that they were going to be in there for a while so he decided to browse a few of the adjacent shops. He headed into a shop that had a lot of crafted sculptures and trinkets inside. They were small sculptures that looked like a bunch of twisted metal and bent rods, but there were also those with a more practical look as well. Against the counter was a rack displaying a number of accessories in the shapes of animals, plants, symbols, and words, though some were in an alien dialect or another. It was here that Ben came across a necklace that reminded him of Helen somehow. It was a rose gold heart with two lightning bolts coming down from the top and intersecting just before they reached the tip, made from cymophane, set in grooves on it. The trinket was a bit pricey, but he decided that it was perfect for her, so he decided on buying it.

"Excuse me, I'd like to buy this necklace." He shouted to the empty store.

"And which necklace would that be?" A voice, presumably the shop keep, hollered from the back, he sounded familiar.

"Um, the heart one, with the lightning bolts in it." He answered back. He heard a bit of shuffling from the back, and the pitter-pattering sound of footsteps approaching from the back.

"Ah that one. Finally, somebody has an interest in it. I've been trying to sell that for a while, but nobody wanted it, I was going to take it down too."

The alien sounded like it had reached the back of the counter and was rattling through some other merchandise.

"Tell you what. For a customer with impeccable taste in craftsmanship I'll make you a special deal. If you buy that necklace I'll throw in a matching one for free."

Ben's eyes widened at the offer, "Wow! For real?"

"Yes. Yes. For someone with such a discerning eye," The small alien hopped onto the counter, "this is- YOU! BEN TENNYSON!"

The miniscule being that was currently yelling at Ben was an all too familiar alien Ben has run into before. It was through many ruined business ventures and annihilated store that Ben had become acquainted with Pakmar, the toad like alien.

"Hey Pakmar, long time no see, hehe." Ben chuckled nervously, seeing this situation end badly.

"YOU ARE NOT WELCOME HERE, THIS IS A NO TENNYSON STORE, CAN'T YOU READ THE SIGN." He shouted pointing at a sign written in an alien language. "LEAVE NOW, NEVER RETURN!"

"Hey look I just want to buy this necklace, nobody is chasing me today." Ben tried to quell the diminutive alien's temper.

"THAT IS WHAT YOU SAID LAST TIME YOU WERE PURCHASING PAKMAR'S WARES. NOW PAKMAR'S EMPORIUM IS BUT A DISTANT MEMORY. GO NOW, BEFORE YOU BRING PAKMAR'S STORE DOWN AGAIN."

"But what about the necklaces, I just want-"

"NNGGAAHH" Pakmar erupted throwing the second pendant at Ben. "TAKE IT AND LEAVE!"

"But I-" Ben tried to reason.

"GO!" Pakmar screamed, prompting our young hero to double time it out of the shop. No sooner had he got out then a solid steel door slid down behind him, with 'CLOSED' painted across it.

Ben just stared at the door then down into his hands, where in each he held the pendants of rose gold and cymophane set in them. He felt somewhat bad that he got such expensive jewelry for free, but then he reasoned that he didn't bring down Pakmar's business for once, so he figured it balanced out. He got the necklace for Helen, but now he was faced with a question. What to do with the other necklace?

"Maybe Gwen would like it? No, I picked it for Helen, if I give one to Gwen too, it would lose meaning." Ben pondered. He went back to the outside of the shop he left Helen and Gwen at, wondering what to do with the extra pendant.

"Oh Ben, we'd like to buy these if you don't mind?" Gwen called out sweetly.

Ben whispered a silent prayer as his wallet started crying at that moment.

* * *

 **Hyphen Note: Been a while since I updated this, na? Well with my other stories up, one-shots, and other things such as life I kind of became backed up. But I shall endeavor to bring the chapters out faster, so fingers crossed. Keep reading, and I'll keep posting.**

 **-Tia estas la vivo**


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